TCR_Public/001120.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 20, 2000, Vol. 4, No. 227

                           Headlines

333 SANDHILL: Case Summary
AMERICAN ECO: No Distribution to Shareholders Projected
ARMSTRONG HOLDINGS: Indicates Bankruptcy Filing a Possibility
BEAMSCOPE CANADA: Files CCAA Petition After Navarre Deal Fails
BLAYLOCK MORTAGE: S&P Affirms 1997-A Mortgage Security Ratings

CARMIKE CINEMAS: Gets Okay to Reject 111 Theatre Leases
CARMIKE CINEMAS: NYSE Presses to Delist Common Stock
CMD SECURITIES: Case Summary
CORRECTIONS CORP: Breaches Covenants Under Credit Agreement
CRIIMI MAE: Judge Declines to Rubber Stamp Confirmation Order

CROWN CRAFTS: NYSE Will Consider Delisting Appeal on Jan. 31
DOMINION VILLAGE: Case Summary and 20 Largest Unsecured Creditors
DRYPERS CORP: Bankruptcy Causes Late Filing of 3Q Report
HARNISCHFEGER: Summary of Claim Classification & Treatment
ICG FUNDING: Case Summary

ICG SERVICES: Case Summary
INNOVATIVE SOFTWARE: Taps New Commerce to Sell Minneapolis ISP
IRIDIUM, LLC: Judge Okays $25MM Sale to Iridium Satellite
JCC HOLDING: Jefferies Suggests Prepackaged Bankruptcy Filing
MOUNTAIN ENERGY: Natural Gas Marketer Consents To Liquidation

OWENS CORNING: Appoints M.A. Smith As Chief Restructuring Officer
OWENS CORNING: Judge Walrath Gives Nods to $500MM DIP Pact
OWENS CORNING: Reclamation Demands Begin to Float In
PACIFICARE: S&P Assigns Bpi Financial Strength Rating to HMO
PHYSICIANS PLUS: S&P Cuts Financial Strength Rating to Bpi

RELIANCE GROUP: S&P Chops Senior & Subordinated Debt Ratings to D
RELIANCE INSURANCE: Fitch Lowers Financial Strength Rating to D
RUSH PRUDENTIAL: S&P Affirms HMO's Bpi Financial Strength Rating
SCOUR, INC: Law Firm Castigated for Owning Shares in Listen.com
SHA LLC: S&P Assigns CCCpi Financial Strength Rating to HMO

SOUTHERN MINERAL: Posts Positive Post-Emergence Financial Results
TENNESSEE BEHAVIORAL: S&P Assigns Bpi Financial Strength Rating
THE M PLAN: S&P Assigns HMO Bpi Financial Strength Rating
UNIDIGITAL: Retains Capitalink as its Financial Advisor
VENCOR, INC: Litigation Claimant Obtains Relief From Stay

WASTE MANAGEMENT: Onyx Buys Mexican Waste Operations for $47MM
WAXMAN INDUSTRIES: Court Confirms Joint Plan of Reorganization
WHEELING-PITTSBURGH: Steel Firm Files Chapter 11 in Youngstown
WHEELING-PITTSBURGH: Case Summary
WHEELING-PITTSBURGH: Creditor List & DIP Financing Summary On-Line

WHEELING-PITTSBURGH: WHX Corporation Not Part of Bankruptcy Filing

* Bond pricing for the week of November 20, 2000

                           *********

333 SANDHILL: Case Summary
--------------------------
Debtor: 333 Sandhill Boulevard, LLC
        237 Park Ave., 21st Floor
        New York, NY 10017

Chapter 11 Petition Date: November 13, 2000

Court: Southern District of New York (Manhattan)

Bankruptcy Case No.: 00-42550

Judge: Jeffrey H. Gallet

Debtor's Counsel: E. Michael Growney, Esq.
                  237 Park Ave., 21st Floor
                  New York, NY 10017
                  (212) 551-3517

Total Assets: $ 10,000,000
Total Debts : $ 20,600,000


AMERICAN ECO: No Distribution to Shareholders Projected
-------------------------------------------------------
AMERICAN ECO CORPORATION (TSE: "ECX") announced an update of its
U.S. proceedings under Chapter 11 of the U.S. Bankruptcy Code and
its Canadian proceedings under the Companies' Creditors
Arrangement Act.

The Corporation has completed the sale of certain of its assets.
These sales have been approved by either the United States
District Court, District of Delaware (Case No. 00-3253) or the
Superior Court of Justice, Ontario, Canada (File No. 00-CL-3841).

On September 11, 2000, the Corporation sold substantially all of
the assets (excluding cash and receivables) related to the
businesses of its subsidiaries Chempower Inc., Global Power
Company and Control Power Limited Partnership for US $7 million,
and the purchaser will receive a commission based upon its
collection of receivables for the Corporation.

On October 13, 2000, the Corporation sold substantially all of the
assets (excluding cash) of its subsidiary Industra Service Corp.
for US $197,000, subject to adjustments.

On October 18, 2000, the Corporation sold substantially all of the
assets (excluding cash) related to the engineering business
conducted by its subsidiary Industra Inc. for US $50,000, plus an
amount based upon the actual collection of receivables.

On October 30, 2000, the Corporation closed the sale of
substantially all of the assets of its wholly-owned subsidiaries
Industra Services Corporation and Industra Thermal Service
Corporation for net proceeds of approximately Cdn. $9 million.

On November 13, 2000, the Bankruptcy Court will consider a motion
filed by the Corporation for approval of the sale of the pipe
fabrication assets (excluding cash) and related real estate of its
subsidiaries The Turner Group Inc. and C.A. Turner Construction
Company for US $1.75 million, subject to adjustments.

On July 7, 2000, prior to the filing of the above-referenced
proceedings, the Corporation sold a portion of the assets of MM
Industra Limited for Cdn. $ 1.75 million.

The Corporation is reviewing the disposition of additional assets.
The net proceeds from the asset sales will be applied to
outstanding debts. The Corporation does not anticipate that the
aggregate net proceeds from prior sales of assets and future sales
of assets and other proceeds will be sufficient to permit any
distribution to stockholders.

The Corporation also announced that on September 20, 2000, Thomas
Gardner was appointed President and Chief Liquidating Officer of
the Corporation, on September 18, 2000, Charles Brewer was
appointed Chief Executive Officer and a Director of the
Corporation, and on July 27, 2000, M. Todd Quattlebaum was
appointed Chief Operating Officer of the Corporation. Michael
Appling, Jr. and William Dimma have resigned as Directors of the
Corporation.

The Corporation's Common Shares have ceased trading on the Nasdaq
OTC Bulletin Board and in the Provinces of British Columbia and
Alberta. The Common Shares remain listed on The Toronto Stock
Exchange.


ARMSTRONG HOLDINGS: Indicates Bankruptcy Filing a Possibility
-------------------------------------------------------------
After conceding in its latest quarterly report that Owens
Corning's Chapter 11 filing had a "significant effect" on its
liquidity, Dow Jones reports.  Estimating asbestos liabilities
ranging from $758.8 million to $1.36 billion as of Sept. 30,
Armstrong is seeking ways in cost cutting and raising liquidity.
The company has even considered seeking for bankruptcy protection
as an option.  "If Armstrong does not obtain sufficient additional
liquidity in the next few months," the quarterly report says,
"Armstrong will have to consider seeking protection under the U.S.
Bankruptcy code.  Armstrong will face liquidity pressure in the
near future."


BEAMSCOPE CANADA: Files CCAA Petition After Navarre Deal Fails
--------------------------------------------------------------
Unable to sell its assets, Beamscope Canada Inc. sought protection
under Companies' Creditors Arrangement Act, Reuters reports.  
Navarre Corp. backed out on the purchase of Beamscope's video
entertainment and Laing branded products businesses.  Beamscope
intends to bring the matter to an Ontario arbitration court,
saying that "Navarre was not entitled to terminate the asset
purchase agreement under the circumstances."

Beamscope's losses have swelled in recent quarters, reporting a
loss of C$8.6 million ($5.5 million) excluding a one-time charge
in its first quarter ended June 30, compared with a loss of C$3.1
million in the year-earlier period.  Further, the company has
diverted all of its free cash into Ironside Technologies, a U.S.-
based company that connects manufacturers to distributors over the
net.  Beamscope chairman and chief executive Larry Wasser is also
a director in Ironside.


BLAYLOCK MORTAGE: S&P Affirms 1997-A Mortgage Security Ratings
--------------------------------------------------------------
Standard & Poor's affirmed its ratings on Blaylock Mortgage
Capital Corp.'s multifamily trust mortgage securities series 1997-
A.  

The rating affirmations reflect the stable financial operating
performance of the collateral pool since the programs inception
and the slightly higher credit enhancement levels for the rated
classes. The underlying collateral consists of first and second
mortgage liens on 29 multifamily properties located in 15 states.
The current average occupancy for the properties is 92%. The debt
service coverage for the 24 properties reporting financial
operating information was 2.27 at Dec. 31, 1999, compared to 2.05
at Dec. 31, 1998. To date, the pool has not experienced any
delinquencies or losses. Currently, there are no specially
serviced loans.

The Blaylock 1997-A transaction represents ownership interests in
a trust consisting of three different classes of certificates
issued by Lehman Capital Corp. The Lehman certificates in turn,
have an ownership interest in the subordinated classes of FNMA
guaranteed ACES REMIC pass-through certificates. The senior
certificates of the ACES program have principal and interest
payments guaranteed by FNMA.

The total collateral amount for the FNMA ACES program's senior and
subordinated certificates is $118.8 million, as compared to $138.4
million, at issuance. The subordinated certificates account for
$19.3 million of the total pool balance. The first mortgages
amortize over a 29-year schedule and mature on Oct. 15, 2003. The
second mortgages, which pay interest only, also mature on the same
date. The average loan balance is $4.38 million, and the weighted
average coupon is 7.83%, Standard & Poor's said.

OUTSTANDING RATINGS AFFIRMED

Blaylock Mortgage Capital Corp.

   Multifamily trust mortgage securities series 1997-A

       Class                               Rating
       -----                               ------
        B-1                                 BBB
        B-2                                 BBB-
        B-3                                 BB
        B-4                                 B
        B-5                                 B-
        B-6                                 CCC


CARMIKE CINEMAS: Gets Okay to Reject 111 Theatre Leases
-------------------------------------------------------
Carmike Cinemas, Inc. (NYSE: CKE) announced results for the third
quarter ended September 30, 2000. Total revenues for the quarter
ended September 30, 2000 decreased to $127.9 million from $144.8
million for the quarter ended September 30, 1999. For the nine
months ended September 30, 2000 revenues were $342.1 million
compared to $367.8 million for the same period in 1999. Decreasing
revenues are attributable to poor box office performance for the
months of August and September 2000, as well as the closing of
theatres as a component of the Company's chapter 11 proceedings.

As previously announced, Carmike and its subsidiaries filed
voluntary petitions with the U.S. Bankruptcy Court for the
District of Delaware to reorganize under chapter 11 of the U.S.
Bankruptcy Code. Since the filing of the chapter 11 cases, the
Company has continued to conduct business in the ordinary course
as a debtor-in-possession under the protection of the Bankruptcy
Court.  Management is in the process of evaluating operations in
order to develop a plan of reorganization.  To date, the Company
has received approval from the Bankruptcy Court to reject leases
relating to 111 theatre locations.

Carmike Cinemas, Inc. is a premiere motion picture exhibitor in
the United States with 2,559 screens at 390 locations in 35 states
as of September 30, 2000.


CARMIKE CINEMAS: NYSE Presses to Delist Common Stock
----------------------------------------------------
Carmike Cinemas, Inc. (NYSE: CKE) advises that it received notice
from the New York Stock Exchange that the Big Board has determined
that Carmike was "below criteria" under the NYSE continued listing
standards.  In order to retain its listing, Carmike initially must
submit a plan to the NYSE within 45 days of the October 11 letter,
showing how Carmike intends to regain compliance with the
standards.  While Carmike intends to submit a plan to the NYSE,
acceptance of the plan is subject to the discretion of the NYSE
and Carmike can give no assurances that trading in its securities
on the NYSE will not again be halted or that its securities will
not ultimately be delisted by the NYSE.


CMD SECURITIES: Case Summary
----------------------------
Debtor: CDM Securities Corporation
        197 First Avenue
        Needham, MA 02494

Affiliate: CareMatrix Corporation, a Delaware corporation;
            CareMatrix of Massachusetts, Inc., a Delaware
              corporation;
            CMD Securities Corporation, a Delaware corporation
            Lakes Region Villages LLC, a New Hampshire limited
              liability company
            Dominion Village at Chesapeake, LP, a Delaware limited
              partnership
            Dominion Village at Poquoson, LP, a Delaware limited
              partnership
            Dominion Village at Williamsburg, LP, a Delaware
              limited partnership
            CCC of Maryland, Inc., a Delaware corporation
            CareMatrix of Needham, Inc., a Delaware corporation
            CareMatrix of Dedham, Inc., a Delaware corporation

Type of Business: CareMatrix Corporation and its various  
                   affiliated debtor subsidiaries, including CMD
                   Sec urities Corp., are providers of assisted
                   living and other long-term care services to the
                   elderly.

Chapter 11 Petition Date: November 9, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04165

Debtor's Counsel: Paul D. Moore, Esq.
                   Duane, Morris & Heckscher LLP
                   One International Place, 14th Floor
                   Boston, MA 02110-2600
                   (617) 598-3100

Total Assets: $ 8,214,430
Total Debts : $ 50,000 below


CORRECTIONS CORP: Breaches Covenants Under Credit Agreement
-----------------------------------------------------------
Corrections Corp. of America is not in compliance with certain
financial requirements since Sept. 30, Reuters reports, and is
attempting to negotiate an amendment to it credit facility to
remedy the situation.  The prison firm's on-going restructuring
plan aims to improve operating profits, strengthen the company and
to refinance all or a portion of its debt.

Reuters added that Nashville, Tennessee-based CCA, which owns and
renovates jails and prisons, reported a third-quarter net loss
available to common stockholders of $253.7 million compared with a
profit of $46.0 million a year ago.


CRIIMI MAE: Judge Declines to Rubber Stamp Confirmation Order
-------------------------------------------------------------
At a hearing last week, Dow Jones reports, a judge declined to
confirm the joint reorganization plan of Criimi Mae Inc. for
failing to meet all conditions necessary for confirmation.  Judge
Duncan W. Keir of the U.S. Bankruptcy Court ruled that the plan
did not satisfy all provisions of the Bankruptcy Code Section
1129(a).  Counsel Richard L. Wassermann of Venable Baetjer and
Howard LLP told the court that interested parties would work to
formulate a proposed order and submit it to the court.

Judge Keir says he will sign the order as long as it's a mirror of
the plan and is not in violation of the bankruptcy code. The court
will hold a short hearing on Wednesday if the judge has any
questions or concerns about the order.


CROWN CRAFTS: NYSE Will Consider Delisting Appeal on Jan. 31
------------------------------------------------------------
The New York Stock Exchange announced that Crown Crafts, Inc.
(NYSE:CRW) has requested a review by a Committee of the Board of
Directors of the NYSE. The review will be held on January 31,
2001.

Following the review, a decision by the Committee will be
announced as to whether to move forward with suspension and
delisting or to continue trading CRW. The NYSE had previously
announced on November 2, 2000 that it determined that the common
stock of the Company should be removed from the list. A suspension
date will be announced if, based on the review of the Committee,
it is determined that the Company should be suspended or the
Company commences trading in another securities marketplace.
Should trading be suspended, application will then be made to the
Securities and Exchange Commission to delist the issue.

The Exchange's action is being taken in view of the fact that the
Company is below the NYSE's continued listing criteria relating
to: total global market capitalization less than $50 million and
total stockholders' equity less than $50 million; and average
global market capitalization over a consecutive 30 trading-day
period less than $15 million.

In addition, the Company's plan submitted to the Exchange did not
provide a reasonable demonstration of quantifiable actions the
Company has taken, or is taking that would bring it into
conformity with continued listing standards within 18 months of
notice from the Exchange.

The NYSE noted that it may, at any time, suspend a security if it
believes that continued dealings in the security on the NYSE are
not advisable.


DOMINION VILLAGE: Case Summary and 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Dominion Village of Williamsburg, LP
        197 First Avenue
        Needham, MA 02494

Affiliate: CareMatrix Corporation, a Delaware corporation;
            CareMatrix of Massachusetts, Inc., a Delaware
              corporation;
            MD Securities Corporation, a Delaware corporation
            Lakes Region Villages LLC, a New Hampshire limited
              liability company
            Dominion Village at Chesapeake, LP, a Delaware limited
              partnership
            Dominion Village at Poquoson, LP, a Delaware limited
              partnership
            Dominion Village at Williamsburg, LP, a Delaware
              limited partnership
            CCC of Maryland, Inc., a Delaware corporation
            CareMatrix of Needham, Inc., a Delaware corporation
            CareMatrix of Dedham, Inc., a Delaware corporation

Type of Business: CareMatrix Corporation and its various
                   affiliated debtor subsidiaries, including CCC
                   of Maryland, Inc., are providers of assisted
                   living and other long-term care services to the
                   elderly.

Chapter 11 Petition Date: November 9, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04164

Debtor's Counsel: Paul D. Moore, Esq.
                   Duane, Morris & Heckscher LLP
                   One International Place, 14th Floor
                   Boston, MA 02110-2600
                   (617) 598-3100

Total Assets: $ 1 Million above
Total Debts : $ 1 Million above

20 Largest Unsecured Creditors

Pate Dawson Company                                        $ 3,661

Portsmouth & Chesapeake Paper                              $ 3,073

Virginia Power                                             $ 1,814

Lazarides, Eugenia                                         $ 1,503

Department of the State
Division of Corp. Annual Report
Filings                                                   $ 1,500

Hampton Roads Utility Billing                              $ 1,478

Hilton, Florence                                           $ 1,337

Harris, Marions S.                                         $ 1,210

McNeil, N Frances                                            $ 872

Pet Dairy                                                    $ 834

Myrtle, Jennings                                             $ 776

Saville Foods                                                $ 698

Verizon -Bell Atlantic                                       $ 675

Senior Source                                                $ 640

Home Quality Management                                      $ 620

Maintenance Warehouse                                        $ 512

Daily Press                                                  $ 475

Act Nursing Home Service                                     $ 434

Cox Communications                                           $ 421

Virginia Natural Gas                                         $ 411


DRYPERS CORP: Bankruptcy Causes Late Filing of 3Q Report
--------------------------------------------------------
A notice filed with the SEC reflects that Drypers Corp. won't be
able to file its third quarter report in time with the Securities
and Exchange Commission, Dow Jones reports.  The Chapter 11 filing
was the main reason for the company to miss its third quarter
filing.  "Since September 30, 2000, the registrant's resources
have been focused on the filing of the Chapter 11 bankruptcy
proceeding and the subsequent information requests from the
bankruptcy court.  As a result, the closing of registrant's books
for the three months ended September 30, 2000 has been delayed,"
the SEC filing says.  Drypers also expects it will be unable to
comply with the financial covenants under its primary loan
agreements.  

Drypers sought Chapter 11 on Oct. 10 in the U.S. Bankruptcy Court
in Houston. The bankruptcy petition posted assets of $240.3
million and debts of $242.4 million as of Sept. 30.


HARNISCHFEGER: Summary of Claim Classification & Treatment
----------------------------------------------------------
Under the Bankruptcy Code, "claims" and "equity interests" are
classified rather than "creditors" and "shareholders" because such
entities may hold claims or equity interests in more than one
class. In the Disclosure Statement, the term "Holder" refers to
the holder of a Claim or Equity Interest, respectively, in a
particular Class under the Plan.

In general, a chapter 11 plan of reorganization (i) divides claims
and equity interests into separate classes, (ii) specifies the
property that each class is to receive under the plan and (iii)
contains other provisions necessary to the reorganization of the
debtor.

The Claims against Harnischfeger Industries, Inc., are categorized
in its chapter 11 plan of reorganization as:

(A) Unclassified Claims against all Debtors - Full Recovery

   (i) Administrative Claims

        Except as the Committee Settlement Agreement provides,
        each Holder of an Allowed Administrative Claim will be
        paid the full unpaid amount on the Effective Date, or as
        agreed upon by such Holder and the Debtors, or pursuant to
        order of the Bankruptcy Court; provided, however, that
        Allowed Administrative Claims representing obligations
        incurred in the ordinary course of business or assumed by
        the Debtors will be assumed on the Effective Date and paid
        or performed by the Debtors when due in accordance with
        the respective agreements.

  (ii) Priority Tax Claims

        Each Holder of an Allowed Priority Tax Claim shall
        receive, at the Debtors' option, either (i) Cash of an
        equal amount; or (ii) deferred Cash payments of equal
        value as of the Effective Date, determined in accordance
        with the definition of Post-Petition Interest, to be made
        over a period not exceeding six years after the date of
        assessment of such Claim.

(B) Class 1: Other Priority Claims

    Each Reorganizing Debtor will have a Class R1 for its Other
    Priority Claims. Each Liquidating Debtor will have a Class L1
    for its Other Priority Claims.

    The legal, equitable and contractual rights of the Holders of
    Class R1 and Class L1 Other Priority Claims are unaltered by
    the Plan. Unless upon mutual consent between Holder and
    respective Debtor for alternative arrangement, each Holder
    shall receive, at the election of the respective Debtor:

        (a) to the extent due and owing on the Effective Date,
             full payment in cash;

        (b) to the extent not due and owing on the Effective Date,
             to be paid, at the option of the respective New
             Debtor or Plan Administrator, full amount in cash or
             when such Claim becomes due and owing in the ordinary
             course of business.

    Any default with respect to any Other Priority Claim that
    existed immediately before the filing of the Bankruptcy Cases
    shall be deemed cured upon the Effective Date.

(C) Class 2: Secured Claims

    Each Reorganizing Debtor will have a separate Class R2 for
    each Secured Claim, except for previously settled claim no.
    1027, which is a $220,000 secured claim asserted by Yamazen,
    Inc. against Joy and claim no. 2327, which is a secured claim
    asserted by Coakley Bros. Co. against P&H (Yamazen's $68,000
    unsecured claim will be treated as an Allowed Class R3B
    Claim.) Each Liquidating Debtor will have a separate Class L2
    for each Secured Claim. Each Class R2 or L2 Claim is a
    separate sub-class.

    Each Holder of an Allowed Class R2 or L2 Secured Claim shall
    receive, at the election of the respective New Debtor or Plan
    Administrator, either (i) return of collateral; (ii) payment
    of the value of the Claim, determined in accordance with
    section 506(a) of the Bankruptcy Code; or (iii) treatment such
    that the Allowed Class R2 or L2 Secured Claim is unimpaired
    under section 1124 of the Bankruptcy Code. Any Deficiency
    Claim will be treated as a Class R3 or L3 Claim.

(D) Other Classes

    The Debtors have identified four additional Classes of Claims,
    not all of which occurred to each and every debtor:

    Class R3 and L3:     Unsecured Claims
    Class R4 and L4:     Convenience Claims
    Class R5:            Reorganizing Debtor Intercompany Claims
    Class R6 and L6:     Equity Interests



ICG FUNDING: Case Summary
-------------------------
Debtor: ICG Funding, LLC
        161 Inverness Drive West
        Englewood, CO 80112

Affiliate: ICG Communications, Inc.
            ICG Services, Inc.
            ICG Equipment, Inc.
            ICG NetAhead, Inc.
            ICG Mountain View, Inc.
            ICG Canadian Acquisition, Inc.
            ICG Holdings (Canada) Co.
            ICG Holdings, Inc.
            ICG Telecom Group, Inc.
            NikoNet, LLC
            ICG Ohio LINX, Inc.
            ICG Enhanced Services, Inc.
            Communications Buying Group, Inc.
            ICG Telecom Group of Virginia, Inc.
            ICG DataChoice Network Services, L.L.C.
            PTI Harbor Bay, Inc.
            Bay Area Teleport, Inc.
            ICG Access Services - Southeast, Inc.
            Trans American Cable, Inc.
            ICG Telecom of San Diego, L.P.
            Western Plains Finance, L.L.C.
            ICG ChoiceCom Management, LLC
            ICG ChoiceCom, L.P.
            DownNorth, Inc.
            ICG Tevis, Inc.

Type of Business: The Debtor and its affiliates are a facilities-
                   based communications provider and, based on
                   revenue and customer lines in service, one of
                   the largest non-incumbent competitive  
                   communications companies in the United States.
                   The Company primarily offers voice and data
                   services directly to business customers and
                   offer network facilities and data management to
                   Internet service provider (ISP) customers.

Chapter 11 Petition Date: November 14, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04263

Debtor's Counsel: David S. Kurtz, Esq.
                  Skadden, Arps, slate, Meagher & Flom (Illinois)
                  333 W. Wacker Drive, Chicago, IL 60606
                  (312) 407-0700

                          and

                  Gregg M. Galardi, Esq.
                  Skadden, Arps, slate, Meagher & Flom LLP
                  One Rodney Square, Wilmington, DE 19801
                  (302) 651-3000

Total Assets: $ 2,222,973 (as of September 30, 2000)
Total Debts : $ 5,813,243 (as of September 30, 2000)


ICG SERVICES: Case Summary
--------------------------
Debtor: ICG Services, Inc.
         161 Inverness Drive West
         Englewood, CO 80112

Affiliate: ICG Communications, Inc.
            ICG Services, Inc.
            ICG Equipment, Inc.
            ICG NetAhead, Inc.
            ICG Mountain View, Inc.
            ICG Canadian Acquisition, Inc.
            ICG Holdings (Canada) Co.
            ICG Holdings, Inc.
            ICG Telecom Group, Inc.
            NikoNet, LLC
            ICG Ohio LINX, Inc.
            ICG Enhanced Services, Inc.
            Communications Buying Group, Inc.
            ICG Telecom Group of Virginia, Inc.
            ICG DataChoice Network Services, L.L.C.
            PTI Harbor Bay, Inc.
            Bay Area Teleport, Inc.
            ICG Access Services - Southeast, Inc.
            Trans American Cable, Inc.
            ICG Telecom of San Diego, L.P.
            Western Plains Finance, L.L.C.
            ICG ChoiceCom Management, LLC
            ICG ChoiceCom, L.P.
            DownNorth, Inc.
            ICG Tevis, Inc.

Type of Business: The Debtor and its affiliates are a facilities-
                   based communications provider and, based on
                   revenue and customer lines in service, one of
                   the largest non-incumbent competitive  
                   communications companies in the United States.
                   The Company primarily offers voice and data
                   services directly to business customers and
                   offer network facilities and data management to
                   Internet service provider (ISP) customers.

Chapter 11 Petition Date: November 14, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04239

Debtor's Counsel: David S. Kurtz, Esq.
                  Skadden, Arps, slate, Meagher & Flom (Illinois)
                  333 W. Wacker Drive, Chicago, IL 60606
                  (312) 407-0700

                          and

                  Gregg M. Galardi, Esq.
                  Skadden, Arps, slate, Meagher & Flom LLP
                  One Rodney Square, Wilmington, DE 19801
                  (302) 651-3000

Total Assets: $ 1,506,016,836 (as of September 30, 2000)
Total Debts : $ 1,434,319,958 (as of September 30, 2000)


INNOVATIVE SOFTWARE: Taps New Commerce to Sell Minneapolis ISP
--------------------------------------------------------------
New Commerce Communications, Inc. announced that it is
representing Innovative Software Designs Inc., a Minneapolis
Internet Service Provider, in the sale of all of its assets. ISD
is operating under Chapter 11 bankruptcy protection as filed in
the United States Bankruptcy Court District of Minnesota. The
Court approved the exclusive appointment of NCC to act as a
business broker in this sale.

In March 1999 ISD filed for bankruptcy protection under Chapter
11. This allows the company to continue operations, reorganize the
business and protects it from creditors. After review of the
proceedings NCC believes that it was caused by a cash flow
problem, whereby ISD was not able to pay its telephone bills and
was threatened with loss of service.

Since filing bankruptcy, ISD has been current with all monthly
obligations and has grown to over 11,000 subscribers. The company
has been providing excellent service, and despite almost no
marketing, has experienced revenue and profit gains.

Approximately $1.25 million in cash is required to satisfy current
debt and transaction fees. NCC noted that this is not to suggest
that a sales price. The company has substantial assets and almost
$2.3 million in annual revenues.  NCC estimates that EBITDA is a
healthy and positive $480,000 per year.  Tom Millitzer, President
of NCC stated, "We are pleased the District Court has entrusted
NCC in this sale.  In our review ISD was faced with a short-term
problem that resulted in their action. Our objective is not only
to satisfy the creditors, but to act in the owners best interests
in an exit strategy that will provide them with a healthy return
on their investment." He commented that NCC's goal is to present
ISPs to qualified buyers and elicit offers in a tight timeframe to
achieve the best price for the seller.

About New Commerce Communications Inc: New Commerce Communications
Inc (http://www.com-broker.com)is a leading Internet merger and  
acquisition firm. NCC provides merger, acquisition, and seller
representation, valuation services and facilitates ISPs in rising
senior debt. During 1999 NCC completed over $100 million in
services to the Internet industry. NCC is a privately held company
with offices located in Milwaukee, WI and an affiliate office in
Manchester England. Their telephone number is 414-225-9085.


IRIDIUM, LLC: Judge Okays $25MM Sale to Iridium Satellite
---------------------------------------------------------
Judge Cornelius Blackshear announces his approval for Iridium
Satellite LLC to acquire the assets of IRIDIUM, LLC for $25
million, Dow Jones reports.  Iridium Satellite will pay $6.5
million in cash and $18.5 million in senior unsecured convertible
debt securities for the assets. Some of the bids submitted by
other parties during the hearing was higher that Iridium
Satellite's. Judge Blackshear turned down their offers for not
bringing cash deposits to secure their bids.

Iridium Satellite is headed by Daniel A. Colussy, a director of
Constellation Energy Group Inc. of Baltimore.

Dow Jones adds that Iridium sought Chapter 11 in August 1999, and
saw its shares delisted from Nasdaq in November 1999. The company
had $3.4 billion in assets and $4.2 billion in debts as of Sept.
30, 1999.


JCC HOLDING: Jefferies Suggests Prepackaged Bankruptcy Filing
-------------------------------------------------------------
An SEC filing states that financial advisers to JCC Holding Co.
are proposing a restructuring plan that includes the company
filing for bankruptcy protection, Dow Jones reports. The filing
states that the advisers, Jefferies & Co., propose various
concessions to be made by its securities holders, lenders, the
State of Louisiana, an affiliate Harrah's Entertainment Inc.
(HET), and other parties to whom the company has contractual or
legal obligations.  The proposals needs board approval and the
consent of the third parties.  JCC says that not implementing the
recommendations could be critical to the company's viability.

Dow Jones adds that JCC is currently in default of its contractual
agreement for an annual $100 million payment to the Louisiana
Gaming Control Board and has six months to rectify that problem,
starting Sept. 19.


MOUNTAIN ENERGY: Natural Gas Marketer Consents To Liquidation
-------------------------------------------------------------
The Kansas City Star reports that Mountain Energy Corp. agreed to
cease operations and to consent to a Chapter 7 bankruptcy fling.
"There really wasn't much of a business to be reorganized," said
Carl Clark, an attorney representing Mountain Energy.  In a
consent agreement inked last week, an interim trustee assigned to
Mountain Energy will oversee the liquidation of the company's
assets.  Clark added that Michael Eichenberg and Rodrick Donovan,
Mountain Energy's owners, will give their complete support in
helping the trustee find the company's remaining assets.

An involuntary petition was filed last month by Tenaska Marketing
Ventures, TransCanada Energy Marketing USA Inc., DuCoa LP and
Farmland Industries Inc.  Among their allegations was that natural
gas that was supposed to have been in storage by Mountain Energy
no longer could be found.

Mountain Energy was a natural-gas marketer that served about 700
commercial customers, most of them in Kansas and Missouri, and had
1999 revenues of around $200 million.


OWENS CORNING: Appoints M.A. Smith As Chief Restructuring Officer
-----------------------------------------------------------------
Owens Corning (NYSE: OWC) announced that Maura Abeln Smith has
been given business leadership responsibility by being named to
the newly created post of Chief Restructuring Officer. Smith will
continue to serve as senior vice president, general counsel and
secretary.

The new assignment follows last month's voluntary filing for
reorganization under Chapter 11 of the U.S. Bankruptcy Code to
address the growing demands on Owens Corning cash flow resulting
from its multi-billion dollar asbestos liability.

"In addition to her responsibility for legal operations as general
counsel, Maura will provide the leadership needed to restructure
the company and develop a plan of reorganization," says Glen H.
Hiner, chairman and chief executive officer, Owens Corning.

"Our goal in this whole process is to resolve, once and for all,
our asbestos liability," continues Hiner. "We want to emerge
quickly from Chapter 11 as a strong and financially viable
enterprise. Maura now has the responsibility and the team
necessary to achieve those goals."

Smith joined Owens Corning as senior vice president, general
counsel and secretary on February 1, 1998. She came from General
Electric, where she was vice president and general counsel of GE
Plastics.

Prior to joining General Electric, Smith was a partner with the
international law firm of Baker & McKenzie in its Miami, Fla.,
office, and corporate transactions attorney with the firm of Steel
Hector & Davis in Miami.

Smith earned a Bachelor of Arts degree from Vassar College, a
Master of Philosophy degree in economics from Oxford University,
England, where she was a Rhodes Scholar, and a Juris Doctor from
the University of Miami.

"The assignment announced will allow others in the company to
continue to focus on serving our customers and helping the
business grow," says Hiner. "Owens Corning is a sound company,
with over $5 billion in annual revenues and leadership positions
in all of its businesses. The combination of our cash on
hand, strong seasonal cash flows and previously announced Bank of
America financing commitment, provides the company sufficient
liquidity to meet our future financial obligations to employees,
suppliers and vendors."

Owens Corning is a world leader in building materials systems and
composites systems. The company has sales of $5 billion and
employs approximately 20,000 people worldwide.


OWENS CORNING: Judge Walrath Gives Nods to $500MM DIP Pact
----------------------------------------------------------------
Owens Corning, which filed for Chapter 11 on Oct. 5, got court
approval to borrow up to $500 million under a DIP credit line
backed by Bank of America.  Judge Mary F. Walrath agreed to sign a
final order approving the financing arrangement.  

Mark Shapiro, Esq., related to a Dow Jones reporter that Owens
Corning made some technical changes to the wordings of the
documents to follow his clients' concerns.  The pre-petition
lenders, led by Credit Suisse First Boston, are represented by Mr.
Shapiro of Shearman & Sterling.  No formal objections to the DIP
loan was interposed.  


OWENS CORNING: Reclamation Demands Begin to Float In
----------------------------------------------------
The Bankruptcy Code permits vendors which have sold goods to the
Debtors prior to the commencement of the bankruptcy case to
reclaim the goods if the debtor received the goods while
insolvent, and the seller makes written demand for reclamation of
the goods within the time periods specified in the statute.

A number of Owens Corning's pre-petition vendors have availed
themselves of this provision to file notices or motions for
reclamation. The vendors and their representatives presenting
these demands are:

   * The Plaza Group, Inc., represented by Gerald R. Velarde;
   * Nova Chemicals, represented by Mark E. Freedlander;
   * Maumee Valley Fabricators, Inc., represented by Louis J.
      Yoppolo;
   * Kayco, Inc., represented by Rosemary Weaver McKenna;
   * Shields Bag & Printing Co., represented by John R. Knapp Jr.;
   * Lamtec Corporation, represented by Bayard J. Snyder;
   * Dow Corning Corporation, represented by Cindy Ferrio;
   * Carolina Commercial Heat Treating, Inc., represented by
      William P. Keefer;
   * K&W Metal Fabrications, Inc., dba Weather Guard Building
      Products, Inc., represented by William P. Keefer;
   * Milcor, Inc., represented by William P. Keefer; and
   * Southeastern Metals Manufacturing Corporation dba Chesser
      Manufacturing, filed by William P. Keefer.

If these vendors show themselves entitled to recovery of the
delivered goods under applicable non-bankruptcy law, the
Bankruptcy Court is required to grant reclamation. However, the
Court may, in lieu of actual recovery of the goods, grant these
claimants priority of payment over general unsecured claims equal
to administrative claims such as the Debtors' attorney fees and
other costs of operation, or in the alternative, the claimants may
obtain a lien against otherwise unencumbered property of the
Debtors with equivalent value to the dollar amount of their claim,
entitling them to the status of secured creditors. While the
dollar amounts and actual status of these claims have not yet been
determined, these vendors may be entitled to distribution under
any plan as a separate class and in accordance with whatever
remedies are ultimately determined by the Bankruptcy Court.
(Owens-Corning Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PACIFICARE: S&P Assigns Bpi Financial Strength Rating to HMO
------------------------------------------------------------
Standard & Poor's has assigned its single-'Bpi' financial strength
rating to PacifiCare of Texas Inc.

The rating reflects the Dallas, Tx.-based HMO's very weak risk-
based capitalization and earnings profile, which are offset by its
strong liquidity.

On Feb. 1, 2000, Harris Methodist Texas Health Plan Inc. was
acquired by PacifiCare Health Systems Inc. PacifiCare Operations
Inc., a wholly owned subsidiary of PacifiCare Health Systems Inc.,
owned 100% of PacifiCare of Texas Inc. Effective July 1, 2000,
Harris Methodist Texas Health Plan Inc. merged into PacifiCare of
Texas Inc. The merged entity subsequently changed its name to
PacifiCare of Texas Inc. (New PCT).


Major Rating Factors:

   -- New PCT's risk-based capitalization is very weak, as
      reflected by a Standard & Poor's capital adequacy ratio of
      65% as of first-quarter 2000.

   -- New PCT's operating performance was weak, as evidenced by
      net losses of $37.8 million in 1999 and $88.1 million in
      1998.

   -- Liquidity is strong, with a Standard & Poor's liquidity
      ratio of 168.7% based on its year-end 1999 statutory
      financial statements.


PHYSICIANS PLUS: S&P Cuts Financial Strength Rating to Bpi
----------------------------------------------------------
Standard & Poor's has lowered its financial strength rating on
Physicians Plus Insurance Corp. (Physicians Plus) to single-'Bpi'
from double-'Bpi'.

The downgrade reflects the health maintenance organization's weak
risk-based capitalization and earnings as well as marginal
liquidity and limited financial flexibility given its single-state
concentration.

Physicians Plus, headquartered in Madison, Wis., is a for-profit
insurance company licensed and operating in Wisconsin. Physicians
Plus is owned equally by three shareholders: Physicians Plus
Investment Group, Meriter Hospital, and Wausau Service Corp.

Major Rating Factors:

   -- Physicians Plus's risk-based capitalization is weak,
      reflected by a capital adequacy ratio of 54.5% at year-end
      1999, as measured by Standard & Poor's model.

   -- The company's operating performance has been weak, with net
      underwriting losses of $10.6 million in 1999 and $6.5
      million in 1998. Physicians Plus has suffered increasing
      underwriting losses since 1997.

   -- Liquidity is marginal, with a liquidity ratio of 103.6% at
      year-end 1999, as measured by Standard & Poor's model.


RELIANCE GROUP: S&P Chops Senior & Subordinated Debt Ratings to D
-----------------------------------------------------------------
Standard & Poor's removed from CreditWatch its ratings on Reliance
Group Holdings Inc.  At the same time, Standard & Poor's withdrew
its counterparty credit rating on Reliance and lowered the senior
debt and subordinated debt ratings to 'D' from double-'C'. The
ratings on Reliance's subsidiaries -- the members of the Reliance
Insurance Co. Intercompany Pool -- remain on CreditWatch.  All
these ratings were placed on CreditWatch on July 19, 2000, with
negative implications.

These rating actions followed the announcement that Reliance
missed the principal payment of $291.7 million on debt due on Nov.
15, 2000, because of insufficient cash resources. Reliance has
$735.1 million of debt outstanding. On Aug. 15, 2000, Standard &
Poor's lowered its ratings on Reliance because of concerns about
large losses and the company's ability to meet its debt
obligations.

Reliance also announced that payment has not yet been made of
$237.5 million of bank debt that was due on Nov. 10, 2000,
following extensions from earlier deadlines in March and August.
The company posted a net loss of $546.5 million for the third
quarter of 2000. It is in discussions with its creditors and
insurance regulators regarding a plan to restructure its
outstanding debt obligations.

The financial condition of the insurance operations is such that
regulatory intervention is conceivable in the near term. Under
such a scenario, Standard & Poor's would revise its ratings on the
pool members to 'R'.

Standard & Poor's will continue to monitor management's progress
and Reliance's financial condition.


RELIANCE INSURANCE: Fitch Lowers Financial Strength Rating to D
---------------------------------------------------------------
Fitch announced a downgrade of Reliance Group Holdings, Inc.,
senior debt ratings to 'D' from 'C'.  Reliance Insurance Group's
insurer financial strength ratings remain unchanged at 'DDD' The
ratings are listed below.

This action follows Reliance's missed scheduled principal payments
on $237.5 million of bank borrowings due Nov. 10, 2000, and $291.7
million of senior notes due Nov. 15, 2000. In addition, Reliance
did not make the scheduled interest payment on its senior
subordinated debentures due Nov. 15, 2000.

Reliance's lead insurance subsidiary, Reliance Insurance Company,
has been operating since August 2000 under an agreement with the
Pennsylvania Insurance Department that the company would seek
regulatory approval before executing any major financial
agreements. These agreements include upstream dividend payments to
the parent holding company, sales of material assets, merging with
another organization, or entering into new reinsurance
arrangements. Under Fitch's insurer financial strength rating
definitions, the `DDD' rating category includes insurers that have
been subjected to some form of regulatory intervention.

Reliance Group Ratings:

Financial Strength Ratings on Rating Watch Negative:

  a) Reliance Insurance Company, 'DDD';

  b) Reliance National Insurance Company, 'DDD';

  c) Reliance National Indemnity Company, `DDD';

  d) United Pacific Insurance Company, 'DDD';

  e) Reliance Insurance Company of Illinois, 'DDD';

  f) Reliance Insurance Company of California, 'DDD';

  g) Reliance National Insurance Company of New York, 'DDD';

  h) United Pacific Insurance Company of New York, 'DDD'.

Debt Ratings on Rating Watch Negative downgraded from 'C':

Reliance Group Holdings, Inc.

  a) Senior Debt, 'D';

  b) Subordinated Debt, 'D'.


RUSH PRUDENTIAL: S&P Affirms HMO's Bpi Financial Strength Rating
----------------------------------------------------------------
Standard & Poor's has affirmed its single-'Bpi' financial strength
rating on Rush Prudential HMO Inc.

The rating reflects the HMO's weak risk-based capitalization and
weak earnings profile, offset by good liquidity.

This licensed for-profit HMO, headquartered in Chicago, Ill., and
doing business in Illinois and Indiana, was sold to WellPoint
Health Networks Inc. (issuer credit rating single-'A'-minus) in
March 2000. It was previously owned by Rush Prudential Health
Plans Inc.

Major Rating Factors:

   -- Risk-based capitalization is considered weak, as indicated
      by a Standard & Poor's capital adequacy ratio of 54.4% at
      year-end 1999.

   -- Earnings are weak, as measured by a Standard & Poor's
      earnings adequacy ratio of 21%, although its underwriting
      losses have decreased since 1997.

   -- Liquidity is good, with a Standard & Poor's liquidity ratio
      of 137.7%.


SCOUR, INC: Law Firm Castigated for Owning Shares in Listen.com
---------------------------------------------------------------
U.S. Bankruptcy Judge Kathleen P. March castigated attorneys for
Scour when they revealed in open court that their firm owns
$270,000 worth of shares in Listen.com, a company that is
negotiating to buy the defunct file-sharing site's assets,
according to a newswire report. Citing what she called a
distressing "conflict of interest," Judge March said, "In ten
years on the bench, I've never seen this sort of professional
irresponsibility." The firm acquired the stock after negotiating
the acquisition of Wired Planet - a provider of streaming
entertainment - by Listen.com in September. March said the
attorneys would receive no fee for their involvement in the sale
of Scour's assets.

Judge March ruled that Scour's assets will be sold in a court-
supervised auction in Los Angeles on Dec. 12, and that any party
able to come up the $500,000 deposit and prove financial
credibility can participate in the auction. The hearing also threw
into question Scour's previously announced plan to sell its assets
to Listen.com, a digital music directory and search engine whose
minority owners include all the major record labels, for $5
million plus stock. (ABI 16-Nov-00)


SHA LLC: S&P Assigns CCCpi Financial Strength Rating to HMO
-----------------------------------------------------------
Standard & Poor's has assigned its triple-'Cpi' financial strength
rating to SHA LLC (d/b/a FIRSTCARE).

The rating reflects the HMO's very weak risk-based capitalization
and earnings, as well as limited financial flexibility given its
single-state concentration, offset by good liquidity.

This for-profit HMO, headquartered in Austin, Texas, and licensed
and operating in Texas, is owned by four member hospitals:
Southwest Health Alliances Inc. (currently owned by Baptist/St.
Anthony's Health System), Lubbock Methodist Hospital Services
Inc., Hendrick Medical Center, and Hillcrest Health Holdings Inc.

Major Rating Factors:

   -- The company's operating performance has been weak, as
      indicated by net losses of $16.2 million in 1999 and of
      $17.6 million in 1998.

   -- The HMO's risk-based capitalization is very weak, as
      indicated by a Standard & Poor's capital adequacy ratio of
      28% at year-end 1999. Despite net losses, capital increased
      in 1999 due to a paid-in-surplus contribution of $77.1
      million.

   -- Liquidity is good, with a Standard & Poor's liquidity ratio
      of 127% at year-end 1999.

   -- Enrollment growth is declining, based on an average
      participant enrollment decrease of 1.3% over the past three
      years.


SOUTHERN MINERAL: Posts Positive Post-Emergence Financial Results
-----------------------------------------------------------------
Southern Mineral Corporation (OTC Bulletin Board: SMOP.OB)
announced financial and operating results for the third quarter
and nine months ended September 30, 2000.

Third Quarter Results

For the third quarter of 2000, the Company reported income of $8.7
million or income of $0.87 per share on revenues of $8.9 million,
compared to income of $4.9 million or income of $1.90 per share on
revenues of $13.7 million for the same period in 1999. Per share
amounts have been adjusted to account for a reverse stock split
effected on August 1, 2000. Average daily production decreased 15%
to 22.3 million cubic feet of gas equivalent ("Mmcfe") from 26.3
MMcfe in the third quarter of 1999. Discretionary cash flow before
restructuring and bankruptcy costs and extraordinary gains was
approximately $ 5.3 million for the third quarter of 2000 compared
to $1.3 million for the same period in 1999.

The 2000 income includes non-cash items associated with the
Company's emergence from bankruptcy on August 1, 2000 and
additional bankruptcy costs.

These items include an extraordinary gain resulting from the
exchange of the Company's debentures for cash and shares of common
stock offset by a charge related to the implementation of a new
accounting pronouncement that is applicable to newly issued
warrants and other compensatory stock transactions.

The 1999 income is primarily the result of gains on sale of
domestic properties offset by restructuring costs relating to the
terminated restructuring plan as filed with the Securities and
Exchange Commission in July 1999.

Oil and gas revenues for the third quarter of 2000 were $9.0
million, compared to $6.6 million for the same period in 1999. An
increase in average realized product prices more than offset an
overall decline in production on a quarter to quarter comparison.
Oil and natural gas liquids ("NGL's") production decreased 15% to
170,412 barrels. There was a slight decrease in natural gas
production to 1,033 million of cubic feet ("MMcf") in the third
quarter of 2000, compared to 1999. Oil and NGL production levels
for the third quarter of 2000 are lower than comparable production
levels in 1999 due in part to the sale of certain properties and
other factors including normal production declines.

Reduced production volumes were offset by an average realized oil
and NGL price increase of 45% from $18.94 per barrel in the third
quarter of 1999 to $ 27.44 per barrel in the third quarter of
2000. Average realized natural gas prices increased 67% to $3.96
per thousand of cubic feet ("Mcf") during the third quarter of
2000, compared to $2.37 per Mcf in same period a year earlier.

Nine Months Results For the nine months ended September 30, 2000,
the Company reported income of $8.4 million or income of $1.67 per
share on revenues of $24.1 million, compared to income of $4.2
million or income of $1.65 per share on revenues of $30.6 million
during the previous period. Average daily production for the
period was 22.9 MMcfe compared to 30.1 MMcfe in 1999.

Discretionary cash flow before restructuring and bankruptcy costs
and the extraordinary gain was approximately $13.8 million for the
first nine months of 2000 compared to $3.2 million for the same
period in 1999.

Excluding the non-recurring gains on sale of assets, extraordinary
gain on conversion of debt and charges associated with
implementation of the new accounting pronouncement, the Company
experienced income during the first nine months of 2000 of $1.0
million. The 1999 period included a $12.2 million gain on the sale
of assets.

Oil and gas revenues for the first nine months of 2000 were $24.1
million, compared to $18.4 million for the same period in 1999.
Oil and NGL's production decreased 17% to 532,195 barrels. There
was also a decrease in natural gas production of 30% to 3,068 MMcf
in the first nine months of 2000, compared to 1999. Production
levels for the first nine months of 2000 are lower than comparable
production levels in 1999 due in part to the sale of certain
properties and other factors including normal production declines.
The decreased production was offset by an average realized oil and
NGL price increase of 79% from $14.45 per barrel in the first nine
months of 1999 to $ 25.84 per barrel in the first nine months of
2000. Average realized natural gas prices increased 56% to $3.17
per Mcf during the first nine months of 2000, compared to $2.03
per Mcf in same period a year earlier.

Recent Developments

The Company and its wholly-owned subsidiaries, BEC Energy, Inc.,
Amerac Energy Corporation, SMC Ecuador, Inc. and SMC Production
Company ("Debtor Subsidiaries") emerged from Bankruptcy on August
1, 2000. On October 29, 1999, the Company and its Debtor
Subsidiaries filed voluntary petitions for relief under Chapter
11, Title 11 of the United States Code, in order to facilitate the
restructuring of the Company's long-term debt, revolving credit,
trade debt and other obligations. On August 21, 2000, the Company
announced the engagement of Petrie Parkman & Co., LLC and
FirstEnergy Capital Corporation of Canada to evaluate strategic
alternatives available to the Company in an effort to maximize
shareholder value.

Southern Mineral Corporation is an oil and gas acquisition,
exploration and production company that owns interests in oil and
gas properties located along the Texas Gulf Coast, Canada and
Ecuador. The Company's principal assets include interests in the
Big Escambia Creek field in Alabama and the Pine Creek field in
Alberta, Canada. The Company's common stock and perpetual warrants
are quoted on the OTC Bulletin Board under the trading symbols
"SMOP.OB" and "SMOPW.OB", respectively.


TENNESSEE BEHAVIORAL: S&P Assigns Bpi Financial Strength Rating
---------------------------------------------------------------
Standard & Poor's has assigned its single-'Bpi' financial strength
rating to Tennessee Behavioral Health Inc.

This rating reflects the company's extremely weak earnings, as
well as marginal risk-based capitalization and liquidity.

This wholly owned subsidiary of Magellan Health Services Inc.
(issuer credit rating single-'B'-plus) was incorporated in 1995.

Major Rating Factors:

   -- Risk-based capitalization is marginal, based on a Standard &
      Poor's capital adequacy ratio of 72.6% at year-end 1999.
      This ratio includes full credit for $11.2 million in surplus
      notes from MBC of Tennessee Inc.

   -- Operating performance has been weak, with net underwriting
      losses of $600,000 in 1999 and $43.9 million in 1998.

   -- Liquidity is marginal, with a Standard & Poor's liquidity
      ratio of 103.1%.


THE M PLAN: S&P Assigns HMO Bpi Financial Strength Rating
---------------------------------------------------------
Standard & Poor's has assigned its single-'Bpi' financial strength
rating to The M Plan Inc.

The rating reflects the HMO's weak risk-based capitalization, weak
earnings profile, and marginal liquidity, offset by improving
earnings.

The HMO is licensed and operates in Illinois.

Major Rating Factors:

   -- The company's level of risk-based capitalization is
      considered weak, as indicated by a Standard & Poor's capital
      adequacy ratio of 59.3% at year-end 1999.

   -- Earnings are considered weak, as measured by a Standard &
      Poor's earnings adequacy ratio of 34% at year-end 1999.
      Earnings have been improving, however, to a return on
      revenue of 0.82%.

   -- Liquidity is marginal, with a Standard & Poor's liquidity
      ratio of 106.1%.


UNIDIGITAL: Retains Capitalink as its Financial Advisor
-------------------------------------------------------
Unidigital Picks Leading Miami-Based Investment Banker To Assist
In Resolving Bankruptcy Unidigital, Inc. (AMEX:UDG), a major,
multinational, media services company, has engaged Miami-based
Capitalink, L.C., one of South Florida's leading investment
banking firms, as its exclusive financial advisor. In this
capacity, Capitalink will evaluate, develop, and assist in the
implementation of strategic alternatives for addressing the public
company's recent Chapter 11 bankruptcy filing.

Unidigital produces large format digital images (including vinyl
billboards, building wraps, buswraps and wallscapes) for customers
including media companies, corporations and advertising agencies.
Unidigital's work can be seen on many building wraps and
wallscapes throughout the world.

In the company's bankruptcy filing last month, Unidigital listed
assets of $143.2 million and debts of $222.7 million, which
included $77.6 million in secured debt and $21.6 million in
unsecured debt.

"We turned to Capitalink to take advantage of its business
experience, expertise in corporate structure and business
transactions, corporate finance network, and strategic
creativity," said Unidigital's Chairman and CEO William Dye. "We
believe Capitalink's experience and the expertise of its senior
professionals can play an extremely valuable role for Unidigital
in addressing our bankruptcy challenges."

According to James Cassel, president of Capitalink, "Unidigital
wants to address the interests of the company and its creditors.
In this connection, Capitalink is examining a number of strategic
alternatives, including the important option of selling off
certain Unidigital operations."

Capitalink, L.C. (www.capitalinklc.com) is one of South Florida's
leading investment banking firms. With a team of experienced
professionals who possess a diversity of expertise in corporate
structuring and finance, financial valuation analysis, and
business management, the company provides publicly and privately
held businesses with a broad range of investment banking and
advisory services.

Capitalink's services include assistance in mergers and
acquisitions; financial transaction analysis and rendering
fairness opinions and valuations; and assistance in raising
capital and other corporate financing activities. Capitalink's
clients include publicly and privately held middle-market
corporations and emerging growth companies.

Unidigital, Inc. had been listed on the American Stock Exchange
until this past September. It is a leading supplier of media
solutions focusing on large and grand format images and specialty
displays for out-of-home advertising and a provider of pre-media
services to the advertising, publishing and consumer product
industries. It focuses on innovative, impactful and large-scale
digital graphics. Its pre-media services division creates,
retouches and prepares graphics for a broad range of advertising
and marketing uses. Unidigital's clients include many of the most
widely recognized names in the world. The company has operations
in the United States, the United Kingdom and Germany.


UNITED ARTISTS: In Final Talks for $35 Million Exit Facility
------------------------------------------------------------
United Artists Theatre Co. is in final negotiations for a $35
million secured revolving credit line, according to the theater
operator's Form 10-Q filed with the Securities and Exchange
Commission. The SEC filing doesn't identify the lender, but says
the funding will be made available after United Artists emerges
from Chapter 11 and will be used to repay borrowings under its
debtor-in-possession credit line as well as for working capital
and general corporate purposes. United Artists received final
court approval on Sept. 25 for its $25 million DIP line provided
by the Anschutz Corp. On Sept. 28, United Artists had $10 million
of availability under the DIP line, the SEC filing says.  (ABI 16-
Nov-00)


VENCOR, INC: Litigation Claimant Obtains Relief From Stay
---------------------------------------------------------
Vencor, Inc., consented and obtained Judge Walrath's stamp of
approval to modification of the automatic stay to permit Sarah L.
Munford to prosecute her pre-petition claim against Vencor, Inc.
over alleged negligence in the case captioned Sara L. Munford, by
and through Richard H. Miller, attorney-in-fact v. Eastwood
Nursing And Rehabilitation Center, Case No. 1999-L-5747, in the
Court of Common Pleas of Northhampton County, Pennsylvania.

The Debtors have determined that there is an insurance policy
issued in favor of Vencor. Plaintiff shall not be entitled to any
other or further distribution from the Debtors' estates on account
of any judgment that may be entered against the Debtor in the
action.

Except as specifically provided in the stipulation, the Plaintiff
shall not engage in any efforts to collect any amount from the
Debtors or any of Debtors' current and former employees, officers
and directors, or any person or entity indemnified by Debtors.
(Vencor Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WASTE MANAGEMENT: Onyx Buys Mexican Waste Operations for $47MM
--------------------------------------------------------------
Waste Management Inc. (NYSE:WMI) announced that its wholly owned
subsidiaries have completed the sale of its hazardous waste
operations in Mexico (RIMSA) to Onyx, the waste services
subsidiary of Vivendi Environnement S.A., for $47 million.

The sale stems from Waste Management's strategy to re-focus the
Company on its North American waste operations. Over the past
year, Waste Management has implemented a plan to divest
international and non-core North American assets. The Company
noted that this sale brings the total proceeds received from the
divestiture program to approximately $2.2 billion, and that all
proceeds have been used to reduce debt.

Waste Management Inc. is its industry's leading provider of
comprehensive waste management services. Based in Houston, the
Company serves municipal, commercial, industrial and residential
customers throughout North America.


WAXMAN INDUSTRIES: Court Confirms Joint Plan of Reorganization
--------------------------------------------------------------
Waxman Industries, Inc. (OTC Bulletin Board: WAXX), a holding
company for businesses supplying specialty plumbing and other
products to the U.S. repair and remodeling market, reported that
it had received Court confirmation of its comprehensive Joint Plan
of Reorganization, which the Company filed with the United States
Bankruptcy Courts on October 2, 2000. The Company's direct and
indirect operating subsidiaries, which have their own bank
facility, were not a part of the filing and have operated under
normal business conditions during this period.

The Joint Plan was developed with a committee of the Company's
Deferred Coupon Note holders, the only impaired creditors over the
past year. The Joint Plan received the approval of the holders of
approximately 97% of the Deferred Coupon Notes. Under the Joint
Plan, which will become effective on November 16, 2000, the
Company will distribute approximately $39 million in full
settlement of the Deferred Coupon Notes. On September 29, 2000,
the Company received $92.5 million in proceeds from the sale of
7,025,807 shares of Barnett Inc., which it utilized to retire all
of its $36 million in Senior Notes, reduce its working capital
credit facility by $10 million, pay $1.3 million in taxes and $6
million in interest due its Deferred Coupon Note holders, with the
remaining $39 million being placed in a segregated account for the
satisfaction of the Deferred Coupon Notes.

"We are very pleased to announce the conclusion of the lengthy
process to complete the Company's comprehensive financial
restructuring plan that eliminated all of the $35.9 million of
Senior Notes, $92.8 million of Deferred Coupon Notes and reduced
the Company's working capital debt to approximately $10 million.

We are optimistic that these action will translate into new
business opportunities and restore the confidence of our business
partners and employees in the future of the Company," said Armond
Waxman, President and Co-Chief Executive Officer.

Waxman Industries, Inc. is a leading supplier of specialty
plumbing and other products to the repair and remodeling market in
the United States. Through its wholly-owned subsidiaries, Consumer
Products, Medal of Pennsylvania, Inc., WAMI Sales and its Orient
Group, TWI and CWI, the Company distributes its products to a wide
variety of large national and regional retailers, other
independent retailers and wholesalers in the United States.


WHEELING-PITTSBURGH: Steel Firm Files Chapter 11 in Youngstown
--------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation announced that it has filed
a voluntary petition in the United States Bankruptcy Court, in
Youngstown, OH, to reorganize under Chapter 11 of the U.S.
Bankruptcy Code. The bankruptcy filing was necessitated by the
company's inability to meet its debt obligations and will allow
Wheeling-Pittsburgh Steel to access new working capital and
restructure its finances. Wheeling-Pittsburgh Steel is continuing
all normal business operations and will continue uninterrupted
services to its customers. No plant closures are planned as a
result of today's filing.

"We have requested and expect to receive prompt authorization from
the Bankruptcy Court to continue to pay all salaries, wages,
pensions and benefits," said James G. Bradley, President and CEO.
"In addition, I want our valued customers to know that Wheeling-
Pittsburgh is still in business and that this filing will not
disrupt the production and delivery of their orders. We will
continue to book new orders and do everything we can to satisfy
our customers' needs."

The Chapter 11 filing will allow Wheeling-Pittsburgh to reduce its
debt, which will make the company more attractive for outside
equity and improve the long-term viability of its operations.
Wheeling-Pittsburgh Steel is a wholly-owned subsidiary of WHX
Corp. (NYSE: WHX), and its other subsidiary companies, Unimast and
Handy & Harman, are unaffected by Wheeling-Pittsburgh Steel
Corporation's Chapter 11 filing.

To ensure the company has the capital necessary to continue to
operate its business as normal during the restructuring process,
WPSC has entered into an agreement with Citibank, N.A. to provide
$290 million debtor-in-possession (DIP) financing. The DIP
financing will enable the company to pay for the post-petition
delivery of goods and services and continue operations and
administration necessary to meet current and future customer
needs. (Borrowings under the DIP facility are subject to Court
approval.) The company said that the DIP financing provides
substantial assurance that WPSC will be able to continue normal
operations during the Chapter 11 process.

"Today's filing occurs at a time when the company and its
employees should be benefiting from hard-won productivity and
quality improvements," said Bradley. "Wheeling-Pittsburgh Steel
has improved its quality and customer satisfaction levels even as
it has lowered its costs in the face of rising energy prices.

"However, these gains were not enough to counter the marked
deterioration of pricing caused by the current surge in illegally-
priced foreign steel imports. The cumulative effect of
unrestrained illegal steel imports that has occurred since 1998
has caused irreparable harm to the domestic steel industry and is
the root cause of our Chapter 11 filing today," Bradley said.
"The crisis facing domestic steel companies requires action from
Washington," Bradley said. "It is time that our leaders actively
and vigilantly enforce our trade laws and create a level playing
field for an industry that has played a major role in building and
protecting America."

Wheeling-Pittsburgh Steel Corporation is the ninth-largest
domestic integrated steel producer. It has 4,800 employees in
facilities located in Steubenville, Mingo Junction, Yorkville,
Martins Ferry and Canfield, OH; Beech Bottom and Follansbee, WV;
and Allenport, PA. Its Wheeling Corrugating Division has 16 plants
located throughout the U.S.


WHEELING-PITTSBURGH: Case Summary
---------------------------------
Lead Debtor: Pittsburgh-Canfield Corporation
             1134 Market St.
             Wheeling, WV 26003

Debtor Affiliates: Wheeling-Pittsburgh Corporation
                   Wheeling-Pittsburgh Steel Corporation
                   Consumers Mining Company
                   Wheeling-Empire Company
                   Mingo Oxygen Company
                   WP Steel Venture Corporation
                   W-P Coal Company
                   Monessen Southwestern Railway Company

Chapter 11 Petition Date: November 16, 2000

Court:  United States Bankruptcy Court
        Northern District of Ohio, Youngstown Division
        U.S. Courthouse and Federal Building
        125 Market Street
        P.O. Box 147
        Youngstown, Ohio 44501
        (330) 746-7027

Bankruptcy Case Nos.: 00-43395 through 00-43402

Judge: The Honorable William T. Bodoh

Debtors' Lead Counsel: Michael E Wiles, Esq.
                       Richard F. Hahn, Esq.
                       Lorna G. Schofield, Esq.
                       Judith Taft, Esq.
                       Charles R.A. Morse, Esq.
                       Faune P. Devlin, Esq.
                       Alison L. LaCroix, Esq.
                       Sean Mack, Esq.
                       Debevoise & Plimpton
                       875 Third Avenue
                       New York, NY 10022
                       212-909-6000

Debtors' Local Counsel: James M. Lawniczak, Esq.
                        Calfee, Halter & Griswold LLP
                        1400 McDonald Investment Center
                        800 Superior Ave
                        Cleveland, OH 44114
                        216-622-8200


WHEELING-PITTSBURGH: Creditor List & DIP Financing Summary On-Line
------------------------------------------------------------------
Bankruptcy Creditors' Service, Inc., released the first issue of
WHEELING-PITTSBURGH BANKRUPTCY NEWS this morning.  A free copy is
posted at http://www.bankrupt.com/wheeling.txtand provides:

     * a consolidated list of the Debtors' 30-largest unsecured
creditors;

     * an in-depth review of the roll-up style $290,000,000 DIP
Financing Facility extended by Citibank, N.A., Citicorp U.S.A.,
Inc., The CIT Group/Business Credit, National City Commercial
Finance, Foothill Capital Corporation, and Heller Business Credit
and guaranteed in part by WPC's non-debtor parent company, WHX
Corporation (NYSE:WHX).  

     * a calendar of the key dates and deadlines in the Debtors'
chapter 11 cases.

     * background information about the Company's operations and
finances;

     * detailed information extracted from the Debtors' chapter 11
bankruptcy petitions;


WHEELING-PITTSBURGH: WHX Corporation Not Part of Bankruptcy Filing
------------------------------------------------------------------
In a notice to WHX Corporation (NYSE: WHX) shareholders dated
November 16, 2000, WHX makes it clear that Wheeling-Pittsburgh
Corporation, its wholly-owned subsidiary, filed petitions for
itself and certain of its subsidiaries (including Wheeling-
Pittsburgh Steel Corporation) to reorganize under Chapter 11 of
the Bankruptcy Code.  Neither WHX nor its operating subsidiaries,
including Handy & Harman, Unimast Incorporated and Wheeling
Entertainment, are involved in the filing.  

WHX further clarifies that WPC's action does not involve or affect
the operations, capital resources and ownership of WHX, nor does
it create defaults on any obligations of WHX, Handy & Harman,
Unimast or Wheeling Entertainment.


* Bond pricing for the week of November 20, 2000
------------------------------------------------
Data is supplied by DLS Capital Partners, Inc. Following are
indicated prices for selected issues:

AMC Ent. 9 1/2 '11                         58 - 60
Amresco 9 7/8 '05                          54 - 56
Advantica 11 1/2 '08                       49 - 51
Asia Pulp & Paper 11 3/4 '05               42 - 44
Carmike Cinema 9 3/8 '09                   28 - 30 (f)
Conseco 9 '06                              68 - 70
Fruit of the Loom 6 1/2 '03                43 - 48
Federal Mogul 7 1/2 '04                    26 - 27
Genesis Health 9 3/4 '05                    9 - 11 (f)
Globalstar 11 1/4 '04                      14 - 16
Oakwood Homes 7 7/8 '04                    26 - 30
Owens Corning 7 1/2 '05                    28 - 30
Paging Network 10 1/8 '07                  21 - 22 (f)
Pillowtex 10 '06                            2 - 5  (f)
Revlon 8 5/8 '08                           52 - 54
Saks 7 '04                                 67 - 69
Trump Atlantic 11 1/4 '06                  67 - 69
TWA 11 3/8 '06                             32 - 35
Xerox 5 1/2 '03                            67 - 69


                           *********

Bond pricing, appearing in each Monday's edition of the TCR, is
provided by DLS Capital Partners in Dallas, Texas.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles available
from Amazon.com -- go to
http://www.amazon.com/exec/obidos/ASIN/189312214X/internetbankrupt
-- or through your local bookstore.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.


                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter, co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ, and Beard Group,
Inc., Washington, DC. Debra Brennan, Yvonne L. Metzler, Ronald
Ladia and Grace Samson, Editors.

Copyright 2000. All rights reserved. ISSN 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained herein
is obtained from sources believed to be reliable, but is not
guaranteed.

The TCR subscription rate is $575 for six months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each. For subscription information, contact Christopher Beard
at 301/951-6400.

                * * * End of Transmission * * *